1. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.1 General 6.1.1 From time-to-time, the Company will provide promotional offerings to its Customers. Terms and conditions of promotions may be limited to certain dates, times, market segments, and/or locations. The specified terms and conditions of each promotional offering will be described below. As a condition of subscribing to a promotional offering, the Company may require the Customer to sign a term plan agreement or make an advance payment. 6.1.2 In order to acquire new subscribers or retain its existing Customers, the Company will match certain offers made by other interexchange carriers where an Applicant or an existing Customer can demonstrate to the Company's satisfaction that the Applicant or the Customer intends to accept an offer from the other interexchange carrier as an inducement to subscribe to or remain subscribed to the other interexchange carrier's services. 6.1.3 From time-to-time, the Company will offer financial inducements to new and/or existing Customers who subscribe to and use new or additional Company Service(s) in response to internet and media advertising, direct mail materials, telemarketing programs and/or personal sales presentation which offer such an inducement. The benefits will be provided by issuing to the subscriber one or more coupons, certificates or other instruments which entitle the subscriber to receive or obtain goods and/or services from third party participants. The third party participant is determined by the Company. Unless otherwise specified, benefits resulting from an arrangements between the Company and a third party participating in any promotional offering will be available only to Customers eligible to receive such benefits, based on their relationship with the third party participant. Benefits may be limited to Customers located in specific areas in which the participating third party does business or otherwise elects to offer them in conjunction with the Company. If for any reason an arrangement between the Company and a third party participating with the Company in any promotional offering is terminated, the Company's obligation to provide benefits resulting from the terminated arrangement will end, and the Company shall have no further obligation to Customers to provide the promotional benefits. 1

2. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions 6.2.1 Simple Solutions Block of Time 100 Promotion #105 The sign up period for Promotion #105 is August 1, 2002 through October 29, 2002. Orders for new Service must be activated by November 3, 2002. The availability requirements for Simple Solutions Block of Time 100, as specified in Section 3.4.2 (I).1 of the Guidebook, will be waived for Customers participating in this promotional offering. Simple Solutions Block of Time 100 Promotion #105 is available to Residential Customers in Texas, Kansas, Arkansas and Oklahoma that (1) use Switched Access to reach the long distance network and (2) meet one of the requirements specified below: .a new Residential Customers must subscribe to an affiliated LEC's or affiliated CLEC's CallerID Name and Number; or .b new Residential Customers must subscribe to cellular service as a new subscriber of cingular WIRELESS at the same time the Customer places an order to subscribe to the Company's optional calling plan, Simple Solutions Block of Time 100; or .c existing Residential Customers that currently subscribe to MTS, Long Distance, Long Distance II, Simple Solutions or Simple Solutions II must subscribe to cellular service as a new subscriber of Cingular WIRELESS at the same time the Customer places an order to move its long distance Service from the Customer's existing optional calling plan referenced above to Simple Solutions Block of Time 100; or .d existing Residential Customers that advise they wish to cancel (1) an affiliated LEC's or affiliated CLEC's access line service or (2) any of the Company's outbound long distance Service(s) described in Section 3.4.2 and/or Section 3.8 of this Guidebook. 2

3. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.2 Simple Solutions Block of Time 100 Promotion #106 The sign up period for Promotion #106 is August 1, 2002 through October 29, 2002. Orders for new Service must be activated by November 3, 2002. The availability requirements for Simple Solutions Block of Time 100, as specified in Section 3.4.2 (I).1 of the Guidebook, will be waived for Customers participating in this promotional offering. Simple Solutions Block of Time 100 Promotion #105 is available to Residential Customers in Missouri that (1) use Switched Access to reach the long distance network and (2) meet one of the requirements specified below: .a new Residential Customers must subscribe to an affiliated LEC's or affiliated CLEC's CallerID Name and Number; or .b new Residential Customers must subscribe to cellular service as a new subscriber of cingular WIRELESS at the same time the Customer places an order to subscribe to the Company's optional calling plan, Simple Solutions Block of Time 100; or .c existing Residential Customers that currently subscribe to MTS, Long Distance, Long Distance II, Simple Solutions or Simple Solutions II must subscribe to cellular service as a new subscriber of Cingular WIRELESS at the same time the Customer places an order to move its long distance Service from the Customer's existing optional calling plan referenced above to Simple Solutions Block of Time 100; or .d existing Residential Customers that advise they wish to cancel (1) an affiliated LEC's or affiliated CLEC's access line service or (2) any of the Company's outbound long distance Service(s) described in Section 3.4.2 and/or Section 3.8 of this Guidebook. 3

4. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.3 Business Long Distance 50 Credit Promotion #108 The sign-up period for Business Long Distance 50 Credit Promotion is September 3, 2002 through November 29, 2002 for Business Customers. Service must be activated by December 29, 2002. The promotion is available to Business Customers that (1) subscribe to Business Long Distance 50 for interstate or interstate and intrastate calling during the sign-up period; (2) verbally commit to a 1-year term plan or a month-to month term plan; and (3) request to participate in this promotional offering. Business Customers participating in this promotion will receive a $21.60 credit in the first month billing cycle. The one-time credit will not be applied to the $50 MMC. The credit will be applied after the true-up for shortfall on the $50 MMC. The credit will be applied to all intrastate, interstate, international usage and surcharges and will be carried over on the Customer's bill until exhausted. This promotion may not be combined with any other promotional offering. 6.2.4 Business Domestic Saver 15 Credit Promotion #109 The sign-up period for Business Domestic Saver 15 Credit Promotion is September 3, 2002 through November 29, 2002 for Business Customers. Service must be activated by December 29, 2002. The Business Domestic Saver 15 Credit Promotion is available to Business Customers that (1) subscribe to Business Domestic Saver 15 for interstate or interstate and intrastate calling during the sign-up period; (2) verbally commit to a 1- year term plan or a month-to-month term plan; and (3) request to participate in this promotional offering. Business Customers participating in this promotion will receive a $13.50 credit in the first month billing cycle. The one-time credit will not be applied to the $15 MMC for Business Domestic Saver 15. The credit will be applied after the true-up for shortfall on the $15 MMC. The credit will be applied to all intrastate, interstate, international usage and surcharges and will be carried over on the Customer's bill until exhausted. This promotion may not be combined with any other promotional offering. 4

5. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2.5 Sign-On-Bonus Rebate Promotion #112 A) The sign-up period for the Sign-On-Bonus Rebate Promotion is September 9, 2002 through December 26, 2002. This promotion is available to Business Customers or Applicants that (1) subscribe to interstate- or interstate and intrastate High Volume Outbound Calling, High Volume Dedicated Outbound Calling, High Volume Toll Free Calling, or High Volume Dedicated Toll Free Calling; for (2) make a MAC of $600, $2,400, $6,000, $12,000, $30,000, $60,000, $120,000, 180,000 or $240,000; and (3) sign a 1-year, 2-year or 3-year term plan agreement. This promotional offering cannot be combined with any other promotional offering except HVC DVA T-1 "New Customer Credit" Promotion. B) Customers or Applicants who meet the requirements of this promotion during the sign-up period will receive a rebate as a sign-up bonus. Customers will receive the rebate in the form of a check within ninety (90) days of Service activation. Only one (1) Sign-On-Bonus rebate will be applied per qualifying signed term plan agreement. C) The amount of the rebate is based on the account MAC level and the length of the term plan as follows: Length of Rebate (MAC Level) Term Plan Amount $600 1 year $30 2 years $60 3 years $90 $2,400 1 year $120 2 years $240 3 years $360 $6,000 1 year $300 2 years $600 3 years $900 $12,000 1 year $600 2 years $1200 3 years $1800 $30,000 to $240,000 1 year $1500 2 years $3000 3 years $4500 5

6. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.6 HVC DVA T-1 "New Customer Credit" Promotion #113 (A) The sign-up period for this promotion is September 9, 2002 through December 7, 2002. This promotion is available to Business Customers or Applicants that (1) subscribe to interstate or interstate and intrastate High Volume Dedicated Outbound Calling or High Volume Dedicated Toll Free Calling; (2) make a MAC of at least $12,000; and (3) sign a 2-year or 3-year term plan agreement. This promotional offering cannot be combined with any other promotional offering except Sign- On-Bonus Rebate Promotion. (B) Customers participating in this promotion will be given a $250 rebate check for each T-1 installed during the life of the term plan agreement. For the purpose of this promotion, a T-1 is defined as a 1.544 Mbps (DS1) Dedicated Access loop from the Customer Premises to the Company-Provided POP. Customers will receive the rebate in the form of a check within ninety (90) days of the T-1 installation. 6

7. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.7 1 HVCP CompleteLink Sign-On-Bonus Promotion #114 (A) The sign-up period for the HVCP CompleteLink Sign-On-Bonus Promotion is September 9, 2002 through December 26, 2002. This promotion is available to Business Customers or Applicants that (1) subscribe to interstate- or interstate and intrastate High Volume Outbound Calling, High Volume Dedicated Outbound Calling, High Volume Toll Free Calling, or High Volume Dedicated Toll Free Calling; (2) make a MAC of $600, $2,400, $6,000, $12,000, $30,000, $60,000, $120,000, $180,000 or $240,000; (3) sign a 1-year, 2-year or 3- year term plan agreement; and (4) Subscribe to Southwestern Bell Telephone CompleteLink service. This promotional offering cannot be combined with any other promotional offering except HVC DVA T-1 "New Customer Credit" Promotion. (B) Customers or Applicants who meet the requirements described in the HVCP DVA Key System Total Pak Promotion of this Guidebook during the sign-up period will receive a rebate as a sign-up bonus. Customers will receive the rebate in the form of a check within ninety (90) days of Service activation. Only one (1) Sign-On-Bonus rebate will be applied per qualifying signed term plan agreement. (C) The amount of the rebate is based on the account MAC level and the length of the term plan as follows: MAC Length of Term Bonus Amount $600 1 year $36 $600 2 years $66 $600 3 years $96 $2,400 1 year $144 $2,400 2 years $264 $2,400 3 years $384 $6,000 1 year $360 $6,000 2 years $660 $6,000 3 years $960 $12,000 1 year $720 $12,000 2 years $1320 $12,000 3 years $1920 $30,000 to $240,000 1 year $1800 $30,000 to $240,000 2 years $3300 $30,000 to $240,000 3 years $4800 7

8. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.8 Business Domestic Saver 15: Month-to-Month - $13.50; $13.50 LD Credit #117 The sign-up period for this promotion is October 28, 2002 through December 13, 2002 for Business Customers. Service must be activated by January 1, 2003. This promotion is available to Business Customers that (1) subscribe to Business Domestic Saver 15 for interstate or interstate and intrastate calling during the sign-up period; (2) commit to a month-to- month term plan; and (3) agree to participate in this promotional offering. Business Customers participating in this promotion will receive a $13.50 credit in the first month billing cycle. The one-time credit will not be applied to the $15 MMC for Business Domestic Saver 15. The credit will be applied after the true-up for shortfall on the $15 MMC. The credit will be applied to all intrastate, interstate, international usage and surcharges and will be carried over on the Customer's bill until exhausted. This promotion may not be combined with any other domestic promotional offering. 6.2.9 Business Domestic Saver 15: 12-Month - $23.50; $13.50 LD Credit, $10 Bonus Check #118 The sign-up period for this promotion is October 28, 2002 through December 13, 2002 for Business Customers. Service must be activated by January 1, 2003. This promotion is available to Business Customers that (1) subscribe to Business Domestic Saver 15 for interstate or interstate and intrastate calling during the sign-up period; (2) commit to a 1-year term plan; and (3) agree to participate in this promotional offering. Business Customers participating in this promotion will receive a $23.50 credit in the first month billing cycle. The Customers will receive a $13.50 credit against their LD bill, and a $10.00 rebate bonus check. The one-time credit will not be applied to the $15 MMC for Business Domestic Saver 15. The credit will be applied after the true-up for shortfall on the $15 MMC. The credit will be applied to all intrastate, interstate, international usage and surcharges and will be carried over on the Customer's bill until exhausted. This promotion may not be combined with any other domestic promotional offering. 8

9. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.9 Business Long Distance 50: Month-to-Month $21.60; $21.60 LD Credit #119 The sign-up period for this promotion is October 28, 2002 through December 13 2002 for Business Customers. Service must be activated by January 1, 2003. The promotion is available to Business Customers that (1) subscribe to Business Long Distance 50 for interstate or interstate and intrastate calling during the sign-up period; (2) commit to a month-to month term plan; and (3) agree to participate in this promotional offering. Business Customers participating in this promotion will receive a $21.60 credit in the first month billing cycle if they sign up for a Month-to-Month plan. The one-time credit will not be applied to the $50 MMC. The credit will be applied after the true-up for shortfall on the $50 MMC. The credit will be applied to all intrastate, interstate, international usage and surcharges and will be carried over on the Customer's bill until exhausted. This promotion may not be combined with any other domestic promotional offering. 6.2.10 Business Long Distance 50: 12-Month - $46.60; $21.60 LD Credit , $25 Bonus Check #120 The sign-up period for this promotion is October 28, 2002 through December 13 2002 for Business Customers. Service must be activated by January 1, 2003. The promotion is available to Business Customers that (1) subscribe to Business Long Distance 50 for interstate or interstate and intrastate calling during the sign-up period; (2) commit to a 1-year term plan; and (3) agree to participate in this promotional offering. Business Customers participating in this promotion will receive a $46.60 credit in the first month billing cycle if they sign up for a 1-year term plan. The Customers will receive a $25 bonus check and a $21.60 credit against their LD Bill. The one-time credit will not be applied to the $50 MMC. The credit will be applied after the true-up for shortfall on the $50 MMC. The credit will be applied to all intrastate, interstate, international usage and surcharges and will be carried over on the Customer's bill until exhausted. This promotion may not be combined with any other domestic promotional offering. 9

10. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.11 Business Long Distance 100: Month-to-Month - $50.00 Bonus Check #121 The sign-up period for this promotion is October 28, 2002 through December 6, 2002 for Business Customers. Service must be activated by January 1, 2003. This promotion is available to new Business Customers that (1) subscribe to Business Long Distance 100 for interstate or interstate and intrastate calling during the sign-up period; (2) commit to a month-to month plan; and (3) agree to participate in this promotional offering. Customers participating in this promotion will receive a $50.00 Bonus check. This promotion may not be combined with any other domestic promotional offering. 6.2.12 Business Long Distance 100: 12-Month - $100.00 Bonus Check #122 The sign-up period for this promotion is October 28, 2002 through December 6, 2002 for Business Customers. Service must be activated by January 1, 2003. This promotion is available to new Business Customers that (1) subscribe to Business Long Distance 100 for interstate or interstate and intrastate calling during the sign-up period; (2) commit to a 1- year term plan; and (3) agree to participate in this promotional offering. Customers participating in this promotion will receive a $100.00 bonus check. This promotion may not be combined with any other domestic promotional offering. 10

11. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.13 Toll Free-No Risk Promotion #133 (A) Toll Free-No Risk Promotion is available to new Business Customers in California, Texas, Missouri, Arkansas, Oklahoma and Kansas that place an order with the Company for Toll Free Service terminating over Switched Access arrangements between December 27, 2002 and March 26 2003. Orders for Toll Free Service must be activated by April 26, 2003. This promotion is also available to existing Business Customers in California that add Toll Free Number(s) to an existing Toll Free Service that terminates over Switched Access arrangements. The existing Business Customer must place an order with the Company for the additional Toll Free Number(s) between December 27, 2002 and February 27, 2003. The additional Toll Free Number(s) must be activated by March 24, 2003. (B) For Customers that place an order with the Company as described above, the MRC as specified in Section 4.6.3 (B) of this Guidebook will be prorated for the current month and thereafter the Customer will not be charged the MRC for the following three full billing cycles following the activation of the Toll Free Service for new Customers or the activation of the additional Toll Free Numbers for existing Customers. 11

12. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.14 TFS Promotion #125 (A) TFS Promotion #125 is available to new and existing Business Customers in California that place an order with the Company for certain optional features associated with Toll Free Service between December 31, 2002 through March 30, 2003. Orders for the optional features must be activated by April 30, 2003. (B) If the Customers places an order for Toll Free Calling Routing, the installation charge, as described in Section 4.5.2 (B).1 of this Guidebook, will not apply to Customers that participate in this promotion. (C) If the Customer places an order to add a switched TFS Number, the one-time charge as described in Section 4.5.4 (B) of this Guidebook will not apply to Customers that participate in this promotion. (D) If the Customer places an order with the Company for optional features for multiple TFS Numbers, the above listed charges will not apply to any TFS Number if the above conditions are met for that TFS Number. 12

13. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.15 Toll Free-No Risk Promotion #126 Toll Free-No Risk Promotion #126 is available to new Business Customers in California that place an order with the Company for Toll Free Service terminating over Switched Access arrangements between December 31, 2002 through March 30, 2003. Orders for Toll Free Service must be activated by April 30, 2003. This promotion is also available to existing Business Customers that add Toll Free Number(s) to an existing Toll Free Service that terminates over Switched Access arrangements. The existing Business Customer must place an order with the Company for the additional Toll Free Number(s) by March 30, 2003. The additional Toll Free Number(s) must be activated by April 30, 2003. For Customers that place an order with the Company as described above, the MRC as specified in Section 4.5.3 (B) of this Guidebook will be prorated for the current month and thereafter the Customer will not be charged the MRC for the following three full billing cycles following the activation of the Toll Free Service for new Customers or the activation of the additional Toll Free Numbers for existing Customers. 13

14. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.16 HVC DVA T-1 "New Customer Credit" Promotion #128 (A) The sign-up period for the HVC DVA T-1 "New Customer Credit" Promotion #128 is December 31, 2002 through March 30, 2003. This promotion is available to Business Customers or Applicants in California that (1) subscribe to High Volume Dedicated Outbound Calling or High Volume Dedicated Toll Free Calling for the provision of interstate calling; (2) make a MAC of at least $12,000; and (3) sign a 2-year or 3-year term plan agreement. This promotional offering cannot be combined with any other promotional offering. (B) Customers participating in this promotion will be given a $250 rebate check for each T-1 installed during the life of the term plan agreement. For the purpose of this promotion, a T-1 is defined as a 1.544 Mbps (DS1) Dedicated Access loop from the Customer Premises to the Company- Provided POP. Customers will receive the rebate in the form of a check within ninety (90) days of Service activation. 14

15. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.17 Sign-On-Bonus Rebate Promotion #138 (A) The sign-up period for the Sign-On-Bonus Rebate Promotion # 138 is December 31, 2002 through March 30, 2003. This promotion is available to Business Customers in California or Applicants in California that (1) subscribe to High Volume Outbound Calling, High Volume Dedicated Outbound Calling, High Volume Toll Free Calling, or High Volume Dedicated Toll Free Calling for the provision of interstate calling; (2) make a MAC of $6,000 or $12,000; and (3) sign a 1-year, 2-year or 3-year term plan agreement. This promotional offering cannot be combined with any other promotional offering except HVC DVA T-1 "New Customer Credit" Promotion #128. ((B) Customers or Applicants who meet the requirements of this promotion during the sign-up period will receive a rebate as a sign-up bonus. Customers will receive the rebate in the form of a check within ninety (90) days of Service activation. Only one (1) sign-on-bonus rebate will be applied per qualifying signed term plan agreement. (C) The amount of the rebate is based on the account MAC level and the length of the term plan as follows: Length of Rebate (MAC Level) Term Plan Amount $6,000 1 year $300 2 years $600 3 years $900 $12,000 1 year $600 2 years $1200 3 years $1800 15

16. SOUTHWESTERN BELL COMMUNICATIONS SERVICES, INC. VOICE PRODUCT REFERENCE AND PRICING GUIDEBOOK SECTION 6 INTERSTATE PROMOTIONS 6.2 Current Voice Promotions (continued) 6.2.18 USA Under Six Cents Promotion #139 The sign-up period for the USA Under Six Cents Promotion #139 is December 31, 2002 through March 30, 2003. Service must be activated by April 30, 2003. This promotion is available to new Business Customers in California. To be eligible for this promotion, new Business Customers must: (1) subscribe to Long Distance for Business and (2) request to participate in this promotional offering. Outbound calls, TFS calls, and all calls billed to the Calling Card - Option 2 will be rated at $0.059 per minute for the first three months of subscribing to the above listed Services. 16